Unregistered Interests. Each Member (a) acknowledges that the Membership Interests are not securities and, therefore have not been registered under The Securities Act of 1933, as amended, or under similar provisions of state law, (b) represents and warrants that such Person is an accredited investor as defined for federal securities laws purposes, (c) represents and warrants that the Membership Interest is being acquired for such Person’s own account, for investment, and with no view to the distribution of the Membership Interest, and (d) agrees not to sell or to offer to sell all or any part of its Membership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer is exempt from such registration requirements.
Unregistered Interests. Each Member and each Transferee of an Ownership Interest [a] acknowledges that the Ownership Interests are being offered and sold without registration under the Securities Act of 1933, as amended, or under similar provisions of state law, [b] acknowledges that such Member or Transferee is fully aware of the economic risks of an investment in the Company, and that such risks must be borne for an indefinite period of time, [c] represents and warrants that such Member or Transferee is acquiring an Ownership Interest for such Member’s or Transferee’s own account, for investment, and with no view to the distribution of the Ownership Interest in violation of applicable securities laws, and [d] agrees not to Transfer, or to attempt to Transfer, all or any part of its Ownership Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the Transfer is exempt from such registration requirements and is otherwise permitted under this Agreement.
Unregistered Interests. Such Member (a) acknowledges that the Interests are being acquired without registration under the Securities Act of 1933, as amended, or under similar provisions of state law, (b) represents and warrants to the Company and the other Member that it is acquiring the Interest for its own account, for investment and with no view to the distribution of the Interest, and (c) agrees not to transfer or attempt to transfer such Interest in the absence of registration under that Act and any applicable state securities laws or an available exemption from such registration.
Unregistered Interests. Each Member [a] acknowledges that the Units are being offered and sold without registration under the Securities Act of 1933, as amended, or under similar provisions of state law, [b] represents and warrants that such Member is acquiring the Units for such Member’s own account, for investment, and without a view to the distribution of the Units, [c] represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of the Regulation D under the Securities Act of 1933 and [d] agrees not to Transfer, or to attempt to Transfer, all or any part of its Units without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the Transfer is exempt from such registration requirements.
Unregistered Interests. 27 14.3 Reliance....................................................27 14.4
Unregistered Interests. Each Member hereby acknowledges that it is aware that its Interests have not been registered under the Securities Act or under any state securities laws. Each Member further understands and acknowledges that its representations and warranties contained in this Section 2.13 are being relied upon by the Company and by the other Members as the basis for the exemption of the Members' Interests in the Company from the registration requirements of the Securities Act and under all state securities laws. Subject to Section 6.05(c), each Member further acknowledges that the Company will not and has no obligation to recognize any sale, transfer, or assignment of a Member's Interest in the Company to any Person unless and until the provisions of Article VIII hereof applicable to such sale, transfer or assignment have been fully satisfied.
Unregistered Interests. Each Member (a) acknowledges that the Units are being offered and sold without registration under the Securities Act of 1933, as amended, or under similar provisions of state law, (b) represents and warrants that such Member is acquiring the Units for such Member’s own account, for investment, and without a view to the distribution of the Units, and (c) agrees not to Transfer, or to attempt to Transfer, all or any part of its Units without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the Transfer is exempt from such registration requirements.
Unregistered Interests. 44 - 15.4 Waiver of Dissolution Rights.................................- 45 - 15.5 Waiver of Partition Right....................................- 45 - 15.6 Waivers and Consents.........................................- 45 - 15.7 Equitable Relief.............................................- 45 - 15.8 Remedies for Breach..........................................- 45 - 15.9 Costs........................................................- 46 - 15.10 Indemnification..............................................- 46 - 15.11 Counterparts.................................................- 46 - 15.12 Notice.......................................................- 46 - 15.13 Deemed Notice................................................- 46 - 15.14 Partial Invalidity...........................................- 46 - 15.15 Entire Agreement.............................................- 47 - 15.16 Benefit......................................................- 47 - 15.17 Binding Effect...............................................- 47 - 15.18 Further Assurances...........................................- 47 - 15.19 Headings.....................................................- 47 - 15.20 Terms........................................................- 47 - 15.21 Governing Law................................................- 47 - OPERATING AGREEMENT OF NORTHSTAR HOLDINGS, LLC This Operating Agreement is made as of [date], by and between Trimont Land Company, a California corporation ("Booth Creek") and East West Resort Development V, L.L.L.P., a Delaware limited liability limited partnership ("EWRD V"), as all of the Members of Northstar Holdings, LLC, a Delaware limited liability company. In consideration of our mutual promises and obligations, and with the intent of being legally bound, we agree as follows:
Unregistered Interests. Each Member and Assignee:
(a) Acknowledges that the Units are being offered and sold without registration under the Securities Act of 1933, as amended, or under similar provisions of state law,
(b) Acknowledges that such Person is fully aware of the economic risks of an investment in the Company, and that such risks must be borne for an indefinite period of time,
(c) Represents and warrants that such Person is acquiring an Economic Interest for such Person’s own account, for investment, and with no view to the distribution of the Economic Interest or any interest therein,
(d) Represents that such Member or Assignee is an accredited investor as that term is defined in SEC Rule 501(a), has consulted with such legal, tax, investment, financial, and other advisors regarding such Person’s acquisition of the Units as such Person has deemed necessary or appropriate in the circumstances, and that such Person is financially capable of meeting any federal, state, or local tax obligations arising or that may arise from the acquisition or holding the Units,
(e) Represents that such Member or Assignee has received and reviewed such information about the Business (and proposed Business), assets, financial condition, management, risks relating to the Company and the Business and proposed Business, and such other information regarding the acquisition of the Units as the Member or Assignee has (in consultation with such advisors as the Member or Assignee has deemed appropriate) determined to be necessary or appropriate in the circumstances, and
(f) Agrees not to transfer, or to attempt to transfer, all or any part of such Economic Interest without registration under the Securities Act of 1933, as amended, and any applicable state securities laws, unless the transfer is exempt from such registration requirements.
Unregistered Interests. Buyer acknowledges that the sale of the Purchased Shares has not been registered, and shall not be registered, under the Securities Act, or any U.S. state securities Laws, and the Purchased Shares may not be offered or resold except pursuant to an effective registration statement or pursuant to transactions exempt from, or not subject to, registration under the Securities Act.
